SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 10, 2003
WILLIS GROUP HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA 001-16503 13-5160382
(Jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
Ten Trinity Square
London EC3P 3AX, England
(Address of principal executive offices)
Registrant's telephone number, including area code: +44 20 7488 8111
Not Applicable
(Former name or former address, if changed since last report.)
Item 9. Regulation FD Disclosure.
On April 10, 2003, Willis Group Holdings Limited (the "Company") issued a
press release announcing it has filed a "universal" shelf registration statement
with the Securities and Exchange Commission registering an aggregate of $500
million of securities. The shelf registration statement also registers 20
million shares of the Company's common stock out of approximately 60 million
shares owned by Profit Sharing (Overseas), Limited Partnership, an affiliate of
Kohlberg Kravis Roberts & Co., and certain other institutional shareholders of
the Company. A copy of this press release is attached as an exhibit hereto.
The information in this Current Report on Form 8-K, including the exhibit, is
furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be filed
with the Securities and Exchange Commission. In addition, the information in
this Current Report on Form 8-K, including the exhibit, shall not be deemed to
be incorporated by reference into the filings of the Company under the
Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
WILLIS GROUP HOLDINGS LIMITED
By: /s/ Mary E. Caiazzo
--------------------------
Mary E. Caiazzo
Assistant General Counsel
Date: April 10, 2003
EXHIBIT INDEX
Exhibit
Number Title
- ------- -----
99.1 Press Release dated April 10, 2003.
Exhibit 99.1
Willis Group Holdings Files Universal Shelf Registration Statement
NEW YORK--(BUSINESS WIRE)--April 10, 2003--Willis Group Holdings
Limited, the global insurance broker, today announced that it has filed a
"universal" shelf registration statement with the Securities and Exchange
Commission registering an aggregate of $500 million of securities, which may
include debt securities, guarantees of debt securities of certain of the
Company's subsidiaries, common stock, preferred stock, warrants and stock
purchase contracts.
The shelf registration statement also registers 20 million shares
of the Company's common stock out of approximately 60 million shares owned by
Profit Sharing (Overseas), Limited Partnership, an affiliate of Kohlberg Kravis
Roberts & Co., and certain other institutional shareholders of the Company.
The filing of the shelf registration statement will allow the
Company the flexibility to take advantage of favorable market conditions in the
future to fulfill any financing needs on an expedited basis. The shelf
registration statement will also facilitate the continuation of KKR's orderly
disposition of its shares over time at the request of the Company and create
additional liquidity in the Company's common stock. At the time any debt or
equity securities are offered for sale, a prospectus supplement will be provided
containing specific information about the terms of any such offering.
Willis Group Holdings Limited is a leading global insurance
broker, developing and delivering professional insurance, reinsurance, risk
management, financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world. With over 300
offices in more than 80 countries, its global team of 13,000 associates serves
clients in some 180 countries. Willis is publicly traded on the New York Stock
Exchange under the symbol WSH.
This press release may contain certain statements relating to
future results, which are forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Although we believe that
the expectations reflected in forward-looking statements are reasonable, we can
give no assurance that those expectations will prove to have been correct.
Further information concerning the Company and its business, including factors
that potentially could materially affect the Company's financial results are
contained in the Company's filings with the Securities and Exchange Commission.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective, nor may sales be
effected in the absence of a definitive prospectus and a prospectus supplement
setting forth the terms and conditions of any specific securities offered. This
press release shall not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to any
registration or qualification under the securities laws of any state.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, +1 212/837-0880
calaiaro_ke@willis.com
or
Media:
Nicholas Jones, +1 44 20 7488-8190
jonesnr@willis.com
or
Dan Prince, +1 212 837-0806
prince_da@willis.com